Significant portfolio expansion to include
combat-proven autonomous airborne platforms in support of critical
forward-looking national security mission needs
Expected to be immediately accretive to
Revenue, Adjusted EBITDA and Free Cash Flow
Post-transaction, Redwire expects to have a
strong balance sheet
Redwire Corporation (NYSE: RDW), a leader in space
infrastructure for the next generation space economy, today
announced that it has signed a definitive agreement to acquire Edge
Autonomy, a leading provider of field-proven uncrewed airborne
system (“UAS”) technology. Under the terms of the merger agreement,
Redwire will acquire Edge Autonomy for $925 million on a debt free,
cash free basis and subject to customary working capital, cash and
debt adjustments. The merger consideration is expected to be paid
using $150 million in cash and $775 million in shares of Redwire
common stock, based on the volume-weighted average trading price on
the NYSE for the 30 trading days ending on January 17, 2025 of
$15.07 (“30-day VWAP”). Transaction financing and closing details
are as described below. Following the merger, Edge Autonomy and its
subsidiaries would be wholly-owned subsidiaries of Redwire.
The acquisition is expected to transform Redwire into a global
leader in multi-domain autonomous technology, broadening its
portfolio of mission-critical space platforms to include
combat-proven autonomous airborne platforms. Immediately upon
closing, the transaction is expected to be accretive to Redwire’s
revenue, Adjusted EBITDA, and Free Cash Flow. For the twelve months
ended December 31, 2025, Redwire, as a combined company, is
forecasting full year, revenues of $535 million - $605 million and
Adjusted EBITDA of $70 million - $105 million with positive Free
Cash Flow, assuming the transaction had been consummated on January
1, 2025.1
Formed in 2021 through the merger of UAV Factory and Jennings
Aeronautics, Edge Autonomy harnesses over three decades of
experience developing uncrewed and autonomous technology systems.
Edge Autonomy is vertically integrated with proven capabilities,
extensive mission heritage, and strong relationships with U.S.
Department of Defense, Special Operations Forces, and allied
governments. Edge Autonomy’s fleet of UAS technology, including its
Stalker series and Penguin series, is optimized for long endurance,
long range reconnaissance missions and can be deployed quickly for
time-critical operations. Executing on multiple programs of record,
these field-proven capabilities are critical for the modern
warfighter to collect crucial information and make informed
decisions quickly and effectively. The combination of Redwire and
Edge Autonomy is expected to create a transformative, multi-domain,
scaled and profitable space and defense tech company focused on the
convergence of integrated autonomous, AI-enabled multi-domain
operations for defense and national security. For the last twelve
months ended September 30, 2024, Edge Autonomy achieved revenues of
$222 million and Adjusted EBITDA of $72 million.2
Redwire has strengthened and grown its position as a critical
provider of defense technology by scaling its national security
space business and investing in enhanced capabilities. Redwire
recently added two space platforms to its technology portfolio,
Thresher and Mako, designed for software defined, AI-enabled,
autonomous operations in low Earth orbit, medium Earth orbit, and
geostationary orbit. Additionally, Redwire is currently developing
Very Low Earth Orbit spacecraft or “orbital drones” that bridge the
gap between airborne and space-based systems. The addition of Edge
Autonomy’s UAS technologies with these capabilities expands our
coverage across multiple domains and is expected to create new
integrated capabilities for our customers that leverage
connectivity across space and airborne operations.
“The combination of Redwire and Edge Autonomy creates a uniquely
positioned space and defense company focused on two of the fastest
growing trends in defense technology,” said Peter Cannito, Chairman
and CEO of Redwire. “As space and airborne platforms converge into
an integrated network of autonomous, collaborative systems, Redwire
will be poised to provide end-to-end solutions for multi-domain
operations from the surface of the earth to the surface of the moon
and beyond.”
Headquartered in San Luis Obispo, California, Edge Autonomy has
a team of more than 600 employees around the world. With more than
265,000 square feet of manufacturing and production capabilities
across the U.S. and Europe, Edge Autonomy’s experienced team
delivers proven solutions based on real-world mission needs.
“We are extremely excited to join forces with Redwire and merge
two industry leaders in advanced multi-domain technologies,” said
Steve Adlich, CEO of Edge Autonomy. “Both companies are committed
to technology innovation, reliability and satisfying customer
demand, and we see significant synergies within our collective
capabilities that will positively impact both businesses and enable
continued growth.”
Transaction Financing and Closing
Redwire will pay the purchase price for the acquisition in a
combination of $150 million in cash and $775 million in shares of
Redwire common stock issued at $15.07, the 30-day VWAP. The
transaction consideration positions Redwire with a stronger balance
sheet and enhanced credit quality as a result of significant cash
flow accretion, better operational scale, and commercial
diversification. Redwire, at its option, may finance the cash
portion of the purchase price with cash on its balance sheet,
availability under its existing credit facility, or proceeds from
new committed debt facilities, taking advantage of the expected
significant expansion of its Adjusted EBITDA and free cash flow on
a combined company basis. Redwire, at its option, may also elect to
use proceeds from a new issuance of Redwire common stock. If
Redwire elects to raise cash in a common equity financing, the
$15.07 issuance price would be increased or decreased depending on
the per share price of such equity financing.
The transaction is subject to customary approvals and closing
conditions, including a Redwire stockholder vote and regulatory
approvals, and is expected to close in the second quarter of
2025.
In addition to approval by Redwire’s Board of Directors, the
transaction has also been approved by a special committee of the
Board composed entirely of directors who are independent both with
respect to Redwire and AE Industrial Partners, LP and its
affiliates (“AEI”). As a condition of the transaction, the
stockholder approval must include a majority of the voting power
not held by AEI. In connection with the transaction, entities
affiliated with AEI, Genesis Park (through its affiliate Genesis
Park II LP) and Bain Capital (through its affiliate BCC Redwire
Aggregator, L.P.) have agreed to vote in favor of the proposals
relating to the transaction at the stockholder meeting to be called
for such purpose, representing an aggregate of approximately 73% of
Redwire’s outstanding voting power, and over 50% of Redwire’s
outstanding voting power held by persons other than AEI and Redwire
management, as of January 20, 2025.
At the closing of the transaction, Redwire will enter into an
amended and restated investor rights agreement (the “Investor
Rights Agreement”) with AEI, Genesis Park Holdings, and Edge
Autonomy Ultimate Holdings, LP (“Seller”) and certain of their
affiliates, which would provide that (i) AEI would be permitted to
designate four directors for election to Redwire’s Board of
Directors, which number would be reduced once AEI no longer holds
50% or more of the shares of Redwire common stock issued
beneficially owned by AEI (excluding the Seller’s) at the closing
of the transaction and (ii) Seller would be permitted to designate
one director for election to Redwire’s Board of Directors so long
as Seller continues to hold 25% or more of the shares of Redwire
common stock beneficially owned by Seller at the closing of the
transaction. The Investor Rights Agreement also provides that AEI
and Seller will not sell any of such Redwire Shares during the
six-month period following the closing of the transaction, subject
to certain limited exceptions.
Transaction Conference Call
Management will conduct a conference call starting at 9:00 a.m.
ET on Tuesday, January 21, 2025 to discuss the transaction. The
dial-in number for the live call is 877-485-3108 (toll free) or +1
201-689-8264 (toll), and the conference ID is 13751126. Redwire
will live stream a presentation with slides during the call. Please
use the following link to follow along with the live stream:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=FA5vxeLy
A telephone replay of the call will be available for two weeks
following the event by dialing 877-660-6853 (toll free) or
201-612-7415 (toll) and entering the access code 13751126. The
accompanying investor presentation will be available on January 20,
2025 on the investor section of Redwire’s website at
ir.redwirespace.com.
Advisors
J.P. Morgan Securities LLC and GH Partners LLC are serving as
financial advisors and Holland & Knight LLP is serving as legal
advisor to Redwire. Roth Capital Partners is serving as financial
advisor and Richards, Layton & Finger, P.A. is serving as legal
advisor to special committee of the Board of Directors. Citi is
serving as financial advisor and Kirkland & Ellis LLP is
serving as legal advisor to Edge Autonomy.
About Redwire
Redwire Corporation (NYSE:RDW) is a global space infrastructure
and innovation company enabling civil, commercial, and national
security programs. Redwire’s proven and reliable capabilities
include avionics, sensors, power solutions, critical structures,
mechanisms, radio frequency systems, platforms, missions, and
microgravity payloads. Redwire combines decades of flight heritage
and proven experience with an agile and innovative culture.
Redwire’s approximately 700 employees working from 17 facilities
located throughout the United States and Europe are committed to
building a bold future in space for humanity, pushing the envelope
of discovery and science while creating a better world on Earth.
For more information, please visit redwirespace.com.
About Edge Autonomy
Edge Autonomy is a leader in providing innovative autonomous
systems, advanced optics, and resilient energy solutions to the
U.S. Department of Defense, U.S. Federal Civilian Agencies, allied
governments, academic institutions, and commercial entities around
the world. We believe that innovation – in all forms, from all
sources, and at all stages of development – creates solutions that
enable mission success. Our highly engineered uncrewed technology
systems have been sold across nearly 80 countries in a wide variety
of military, civil, and academic applications.
With a team of more than 600 employees, Edge Autonomy draws on
over three decades of proven aerospace engineering, manufacturing
expertise, and advanced technology. Headquartered in San Luis
Obispo, CA and with more than 265,000 square feet of manufacturing
and production capabilities across the U.S. and in the European
Union, Edge Autonomy’s experienced team delivers proven solutions
based on real-world mission needs.
Additional Information and Where to Find It
The definitive agreement entered into in connection with the
proposed business combination described herein and a summary of
material terms of the transaction will be provided in a Current
Report on Form 8-K or Schedule 14A to be filed with the Securities
and Exchange Commission (the “SEC”). Redwire will file with the SEC
a proxy statement relating to a special meeting of Redwire’s
stockholders (the “proxy statement”). STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
REDWIRE, Edge Autonomy, THE TRANSACTION AND RELATED MATTERS.
Stockholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by the parties
through the website maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by the parties on investor relations section of Redwire’s
website at redwirespace.com.
Participants in the Solicitation
Redwire and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders of Redwire in respect of the proposed business
combination contemplated by the proxy statement. Information
regarding the persons who are, under the rules of the SEC,
participants in the solicitation of the stockholders of Redwire,
respectively, in connection with the proposed business combination,
including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement when it is filed with the SEC. Information regarding
Redwire’s directors and executive officers is contained in
Redwire’s Annual Report on Form 10-K for the year ended December
31, 2023 and its Proxy Statement on Schedule 14A, dated April 22,
2024, which are filed with the SEC.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed business combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Forward-Looking Statements
Readers are cautioned that the statements contained in this
press release regarding expectations of our performance or other
matters that may affect our or the combined company’s business,
results of operations, or financial condition are “forward-looking
statements” as defined by the “safe harbor” provisions in the
Private Securities Litigation Reform Act of 1995. Such statements
are made in reliance on the safe harbor provisions of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical fact, included or incorporated in this press release,
including statements regarding our or the combined company’s
strategy, financial projections, including the prospective
financial information provided in this press release, financial
position, funding for continued operations, cash reserves,
liquidity, projected costs, plans, projects, awards and contracts,
and objectives of management, the entry into the potential business
combination, the expected benefits from the proposed business
combination, the expected performance of the combined company, the
expectations regarding financing the proposed business combination,
among others, are forward-looking statements. Words such as
“expect,” “anticipate,” “should,” “believe,” “target,” “continued,”
“project,” “plan,” “opportunity,” “estimate,” “potential,”
“predict,” “demonstrates,” “may,” “will,” “could,” “intend,”
“shall,” “possible,” “forecast,” “trends,” “contemplate,” “would,”
“approximately,” “likely,” “outlook,” “schedule,” “pipeline,” and
variations of these terms or the negative of these terms and
similar expressions are intended to identify these forward-looking
statements, but the absence of these words does not mean that a
statement is not forward looking. These forward-looking statements
are not guarantees of future performance, conditions or results.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond our control.
These factors and circumstances include, but are not limited to:
(1) risks associated with the continued economic uncertainty,
including high inflation, supply chain challenges, labor shortages,
increased labor costs, high interest rates, foreign currency
exchange volatility, concerns of economic slowdown or recession and
reduced spending or suspension of investment in new or enhanced
projects; (2) the failure of financial institutions or
transactional counterparties; (3) Redwire’s limited operating
history and history of losses to date as well as the limited
operating history of Edge Autonomy and the relatively novel nature
of the drone industry; (4) the inability to successfully integrate
recently completed and future acquisitions, including the proposed
business combination with Edge Autonomy, as well as the failure to
realize the anticipated benefits of the transaction or to realize
estimated projected combined company results; (5) the development
and continued refinement of many of Redwire’s and the combined
company’s proprietary technologies, products and service offerings;
(6) competition with new or existing companies; (7) the possibility
that Redwire’s expectations and assumptions relating to future
results and projections with respect to Redwire or Edge Autonomy
may prove incorrect; (8) adverse publicity stemming from any
incident or perceived risk involving Redwire, Edge Autonomy, the
combined company, or their competitors; (9) unsatisfactory
performance of our and the combined company’s products resulting
from challenges in the space environment, extreme space weather
events, the environments in which drones operate, including in
combat or other areas where hostilities may occur, or otherwise;
(10) the emerging nature of the market for in-space infrastructure
services and the market for drones and related services; (11)
inability to realize benefits from new offerings or the application
of our or the combined company’s technologies; (12) the inability
to convert orders in backlog into revenue; (13) our and the
combined company’s dependence on U.S. and foreign government
contracts, which are only partially funded and subject to immediate
termination, or which may be influenced by the level of military
activities and related spending such as in or with respect to the
war in Ukraine; (14) the fact that we are and the combined company
will be subject to stringent economic sanctions, and trade control
laws and regulations; (15) the need for substantial additional
funding to finance our and the combined company’s operations, which
may not be available when needed, on acceptable terms or at all;
(16) the dilution of existing holders of our common stock that will
result from the issuance of additional shares of common stock as
consideration for the acquisition of Edge Autonomy, as well as the
issuance of common stock in any offering that may be undertaken in
connection with such acquisition; (17) the fact that the issuance
and sale of shares of our Series A Convertible Preferred Stock has
reduced the relative voting power of holders of our common stock
and diluted the ownership of holders of our capital stock; (18) the
ability to achieve the conditions to cause, or timing of, any
mandatory conversion of the Series A Convertible Preferred stock
into common stock; (19) the fact that AE Industrial Partners and
Bain Capital have significant influence over us, which could limit
your ability to influence the outcome of key transactions; (20)
provisions in our Certificate of Designation with respect to our
Series A Convertible Preferred Stock may delay or prevent our
acquisition by a third party, which could also reduce the market
price of our capital stock; (21) the fact that our Series A
Convertible Preferred Stock has rights, preferences and privileges
that are not held by, and are preferential to, the rights of
holders of our other outstanding capital stock; (22) the
possibility of sales of a substantial amount of our common stock by
our current stockholders, as well as the equity owners of Edge
Autonomy following consummation of the transaction, which sales
could cause the price of our common stock and warrants to fall;
(23) the impact of the issuance of additional shares of Series A
Convertible Preferred Stock as pay in kind dividends on the price
and market for our common stock; (24) the volatility of the trading
price of our common stock and warrants; (25) risks related to short
sellers of our common stock; (26) Redwire’s or the combined
company’s inability to report our financial condition or results of
operations accurately or timely as a result of identified material
weaknesses in internal control over financial reporting, as well as
the possible need to expand or improve Edge Autonomy’s financial
reporting systems and controls; (27) the possibility that the
closing conditions under the merger agreement necessary to
consummate the merger between Redwire and Edge Autonomy will not be
satisfied; (28) the effect of any announcement or pendency of the
proposed business combination on Redwire’s or Edge Autonomy’s
business relationships, operating results and business generally;
(29) risks that the proposed business combination disrupts current
plans and operations of Redwire or Edge Autonomy; (30) the ability
of Redwire or the combined company to raise financing in connection
with the proposed business combination or to finance its operations
in the future; (31) the impact of any increase in the combined
company’s indebtedness incurred to fund working capital or other
corporate needs, including the repayment of Edge Autonomy’s
outstanding indebtedness and transaction expenses incurred to
acquire Edge Autonomy, as well as debt covenants that may limit the
combined company’s activities, flexibility or ability to take
advantage of business opportunities, and the effect of debt service
on the availability of cash to fund investment in the business;
(32) the ability to implement business plans, forecasts and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities; (33) costs related
to the transaction; and (34) other risks and uncertainties
described in our most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q and those indicated from time to
time in other documents filed or to be filed with the SEC by
Redwire. The forward-looking statements contained in this press
release are based on our current expectations and beliefs
concerning future developments and their potential effects on us.
If underlying assumptions to forward-looking statements prove
inaccurate, or if known or unknown risks or uncertainties
materialize, actual results could vary materially from those
anticipated, estimated, or projected. The forward-looking
statements contained in this press release are made as of the date
of this press release, and Redwire disclaims any intention or
obligation, other than imposed by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise. Persons reading this press release are
cautioned not to place undue reliance on forward-looking
statements.
Use of Data
Industry and market data used in this press release have been
obtained from third-party industry publications and sources, as
well as from research reports prepared for other purposes. Redwire
or Edge Autonomy have not independently verified the data obtained
from these sources and cannot assure you of the data’s accuracy or
completeness. This data is subject to change. Statements other than
historical facts, including, but not limited to, those concerning
market conditions or trends, consumer or customer preferences or
other similar concepts with respect to Redwire, Edge Autonomy and
the expected combined company, are based on current expectations,
estimates, projections, targets, opinions and/or beliefs of Redwire
or, when applicable, of one or more third-party sources. Such
statements involve known and unknown risks, uncertainties and other
factors, and undue reliance should not be placed thereon. In
addition, no representation or warranty is made with respect to the
reasonableness of any estimates, forecasts, illustrations,
prospects or returns, which should be regarded as illustrative
only, or that any profits will be realized. The metrics regarding
select aspects of Redwire's, Edge Autonomy’s and the expected
combined company’s operations were selected by Redwire or its
subsidiaries on a subjective basis. Such metrics are provided
solely for illustrative purposes to demonstrate elements of
Redwire's businesses, are incomplete, and are not necessarily
indicative of Redwire’s, Edge Autonomy’s or their subsidiaries’
performance or overall operations. There can be no assurance that
historical trends will continue.
The Edge Autonomy financial information, including non-GAAP
measures, for the last twelve months ended September 30, 2024 and
year ended December 31, 2023 included in this press release is
unaudited and subject to change. The historical financial
information, including any related non-GAAP information, for Edge
Autonomy is subject to the finalization of year-end financial and
accounting procedures (which are in process of being performed) and
should not be viewed as a substitute for audited results prepared
in accordance with U.S. generally accepted accounting principles.
The actual results may be materially different from the unaudited
results, and therefore undue reliance should not be placed on the
unaudited information.
Use of Projections
The financial outlook and projections, estimates and targets in
this press release are forward-looking statements that are based on
assumptions that are inherently subject to significant uncertainty
and contingencies, many of which are beyond Redwire’s or Edge
Autonomy’s control. Neither Redwire nor Edge Autonomy’s independent
auditors have audited, reviewed, compiled or performed any
procedures with respect to the financial projections for purposes
of inclusion in this press release, and, accordingly, they did not
express an opinion or provide any other form of assurance with
respect thereto for the purposes of this press release. While all
financial projections, estimates and targets are necessarily
speculative, Redwire believes that the preparation of prospective
financial information involves increasingly higher levels of
uncertainty the further out the projection, estimate or target
extends from the date of preparation. The assumptions and estimates
underlying the projected, expected or target results for Redwire,
Edge Autonomy and the combined company are inherently uncertain and
are subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the financial
projections, estimates and targets. The inclusion of financial
projections, estimates and targets in this press release should not
be regarded as an indication that Redwire, or its representatives,
considered or consider the financial projections, estimates or
targets to be a reliable prediction of future events. Further,
inclusion of the prospective financial information in this press
release should not be regarded as a representation by any person
that the results contained in the prospective financial information
will be achieved.
Non-GAAP Financial Information
This press release contains financial measures that have not
been prepared in accordance with United States Generally Accepted
Accounting Principles (“U.S. GAAP”). These financial measures
include forecasted Adjusted EBITDA and Free Cash Flow for Redwire
assuming completion of the acquisition of Edge Autonomy.
Non-GAAP financial measures are used to supplement the financial
information presented on a U.S. GAAP basis and should not be
considered in isolation or as a substitute for the relevant U.S.
GAAP measures and should be read in conjunction with information
presented on a U.S. GAAP basis. Because not all companies use
identical calculations, our presentation of Non-GAAP measures may
not be comparable to other similarly titled measures of other
companies. We encourage investors and stockholders to review our
financial statements and publicly-filed reports in their entirety
and not to rely on any single financial measure. As soliciting
material that is filed pursuant to Rule 14a-12, this press release
is exempt from the requirements of Regulation G and Item 10(e) of
Reg. S-K with respect to Non-GAAP financial measure disclosure.
Adjusted EBITDA is defined as net income (loss) adjusted for
interest expense, net, income tax expense (benefit), depreciation
and amortization, impairment expense, acquisition deal costs,
acquisition integration costs, acquisition earnout costs, purchase
accounting fair value adjustment related to deferred revenue,
severance costs, capital market and advisory fees,
litigation-related expenses, write-off of long-lived assets, gains
on sale of joint ventures, equity-based compensation, committed
equity facility transaction costs, debt financing costs, and
warrant liability change in fair value adjustments. Free Cash Flow
is computed as net cash provided by (used in) operating activities
less capital expenditures.
We use Adjusted EBITDA to evaluate our operating performance,
generate future operating plans, and make strategic decisions,
including those relating to operating expenses and the allocation
of internal resources. We use Free Cash Flow as a useful indicator
of liquidity to evaluate our period-over-period operating cash
generation that will be used to service our debt, and can be used
to invest in future growth through new business development
activities and/or acquisitions, among other uses. Free Cash Flow
does not represent the total increase or decrease in our cash
balance, and it should not be inferred that the entire amount of
Free Cash Flow is available for discretionary expenditures, since
we have mandatory debt service requirements and other
non-discretionary expenditures that are not deducted from this
measure.
1 These amounts are the sum of the standalone full year
forecasts for the Redwire and Edge Autonomy businesses by Redwire
management, and have not been calculated pursuant to Article 11 of
Regulation S-X.
2 Amounts presented for the last twelve months ended September
30, 2024. Metrics based on data available to Redwire that has not
been audited by Redwire or its auditors and is subject to change.
Such metrics may not have the same definition as, nor be comparable
to, Redwire’s financial measures, including non-GAAP financial
measures, of the same or similar name. Please refer to “Use of
Data” included in the Press Release for additional information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250120541642/en/
Media Contacts: Tere Riley tere.riley@redwirespace.com OR
Susan Hoffman shoffman@edgeautonomy.io OR Investors:
investorrelations@redwirespace.com 904-425-1431
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